UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON D.C. 20549

                                    FORM 10-Q

     [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

                  For the quarterly period ended March 31, 2002

                                       OR

     [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

                        For the transition period from to

                       Commission File Number: 333-42441

                       MID-AMERICA CAPITAL PARTNERS, L.P.
               (Exact Name of Registrant as Specified in Charter)

       TENNESSEE                                        62-1717980
(State of Incorporation)                 (I.R.S. Employer Identification Number)

                          6584 POPLAR AVENUE, SUITE 300
                            MEMPHIS, TENNESSEE 38138
                    (Address of principal executive offices)

                                 (901) 682-6600
               Registrant's telephone number, including area code

N/A (Former name,  former  address and former fiscal year, if changed since last
report)


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.
                                                                  [X] Yes [ ] No



                      APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock, as of the latest practicable date:

                                                    Number of Shares Outstanding
Class                                                        May 14, 2002
                                                                 none
<PAGE>
                                TABLE OF CONTENTS


                         PART I - FINANCIAL INFORMATION


 Item 1.          Financial Statements

                  Balance Sheets of  Mid-America  Capital  Partners,  L.P.  (the
                  "Partnership") as of March 31, 2002 (Unaudited)  and  December
                  31, 2001

                  Statements of Operations of  the  Partnership  for  the  three
                  months ended March 31, 2002 and 2001 (Unaudited)

                  Statements of Cash Flows of  the  Partnership  for  the  three
                  months ended March 31, 2002 and 2001 (Unaudited)

                  Notes to Financial Statements (Unaudited)


Item 2.           Management's Discussion and Analysis of  Financial  Condition
                  and Results of Operations

Item 3.           Quantitative and Qualitative Disclosures about Market Risk


                           PART II - OTHER INFORMATION

Item 1.           Legal Proceedings

Item 2.           Changes in Securities

Item 3.           Defaults Upon Senior Securities

Item 4.           Submission of Matters to a Vote of Security Holders

Item 5.           Other Information

Item 6.           Exhibits and Reports on Form 8-K

                  Signatures
<PAGE>
                          PART I. Financial Information
                                     ITEM 1.

<TABLE>
                                 Mid-America Capital Partners, L.P.
                                      (a limited partnership)

                                           Balance Sheets
                          March 31, 2002 (Unaudited) and December 31, 2001
                                       (Dollars in thousands)

<CAPTION>
                                                                        2002               2001
                                                                      -------------   ---------------
<S>                                                                   <C>                <C>
Assets:

Real estate assets:
      Land                                                              $  20,727          $  20,727
      Buildings and improvements                                          217,418            217,299
      Furniture, fixtures and equipment                                     6,551              6,457
      Construction in progress                                                951                647
-----------------------------------------------------------------------------------------------------
                                                                          245,647            245,130
      Less accumulated depreciation                                       (52,514)           (50,040)
-----------------------------------------------------------------------------------------------------
           Real estate assets, net                                        193,133            195,090


      Cash and cash equivalents                                             1,602              1,446
      Restricted cash                                                          36                 36
      Deferred financing costs, net                                           941              1,197
      Other assets                                                            382                560
-----------------------------------------------------------------------------------------------------
         Total assets                                                   $ 196,094          $ 198,329
=====================================================================================================

Liabilities and partners' capital:

Liabilities:
      Bonds payable                                                     $ 142,000          $ 142,000
      Accounts payable                                                         80                 94
      Accrued expenses and other liabilities                                2,328              2,494
      Due to affiliate                                                        477                545
      Security deposits                                                       835                813
-----------------------------------------------------------------------------------------------------
         Total liabilities                                                145,720            145,946

Partners' capital:
      General partner                                                       2,562              2,554
      Limited partner                                                      91,143             90,312
      Due from limited partner                                            (43,331)           (40,483)
-----------------------------------------------------------------------------------------------------
         Total partners' capital                                           50,374             52,383
-----------------------------------------------------------------------------------------------------
         Total liabilities and partners' capital                        $ 196,094          $ 198,329
=====================================================================================================

See accompanying notes to financial statements.
</TABLE>
<PAGE>
<TABLE>
                               Mid-America Capital Partners, L.P.
                                     (a limited partnership)

                                    Statements of Operations
                           Three months ended March 31, 2002 and 2001
                                     (Dollars in thousands)
                                           (Unaudited)
<CAPTION>
                                                                            Three months ended
                                                                                 March 31,
                                                                         -------------------------
                                                                            2002          2001
                                                                         -----------  ------------
<S>                                                                       <C>          <C>
Revenues:
      Rental                                                                $ 9,910      $ 10,184
      Other                                                                     119           385
--------------------------------------------------------------------------------------------------
      Total revenues                                                         10,029        10,569
--------------------------------------------------------------------------------------------------

Expenses:
      Personnel                                                               1,242         1,118
      Building repairs and maintenance                                          407           431
      Real estate taxes and insurance                                         1,130         1,077
      Utilities                                                                 291           359
      Landscaping                                                               304           306
      Other operating                                                           404           460
      Depreciation and amortization real estate assets                        2,466         2,392
      Depreciation and amortization non-real estate assets                        8             8
      General and administrative                                                413           435
      Interest                                                                2,268         2,268
      Amortization of deferred financing costs                                  257           257
--------------------------------------------------------------------------------------------------
      Total expenses                                                          9,190         9,111
--------------------------------------------------------------------------------------------------

Net income                                                                  $   839      $  1,458
==================================================================================================

          See accompanying notes to financial statements.
</TABLE>
<PAGE>
<TABLE>
                                               Mid-America Capital Partners, L.P.
                                                    (a limited partnership)

                                                    Statements of Cash Flows
                                           Three months ended March 31, 2002 and 2001
                                                     (Dollars in thousands)
                                                          (Unaudited)
<CAPTION>
                                                                                                          2002          2001
                                                                                                      -------------  ------------
<S>                                                                                                      <C>           <C>
Cash flows from operating activities:
    Net income                                                                                             $   839       $ 1,458
    Adjustments to reconcile net income to net cash provided by operating activities:
       Depreciation and amortization                                                                         2,730         2,657
       Changes in assets and liabilities:
           Other assets                                                                                        178            84
           Accounts payable                                                                                    (14)          (18)
           Accrued expenses and other liabilities                                                             (166)         (204)
           Due to affiliate                                                                                    (68)         (513)
           Security deposits                                                                                    22            10
---------------------------------------------------------------------------------------------------------------------------------
       Net cash provided by operating activities                                                             3,521         3,474
---------------------------------------------------------------------------------------------------------------------------------
Cash used in investing activities - improvements to properties                                                (517)         (669)
---------------------------------------------------------------------------------------------------------------------------------
Cash used in financing activities - due from limited partner                                                (2,848)       (2,957)
---------------------------------------------------------------------------------------------------------------------------------
       Net increase (decrease) in cash and cash equivalents                                                    156          (152)
---------------------------------------------------------------------------------------------------------------------------------
Cash, beginning of period                                                                                    1,446           859
---------------------------------------------------------------------------------------------------------------------------------
Cash, end of period                                                                                        $ 1,602       $   707
=================================================================================================================================

Supplemental disclosure of cash flow information:
   Interest paid                                                                                           $ 2,268       $ 2,268
---------------------------------------------------------------------------------------------------------------------------------

See accompanying notes to financial statements.
</TABLE>
<PAGE>
                       MID-AMERICA CAPITAL PARTNERS, L.P.
                             (a limited partnership)
                          NOTES TO FINANCIAL STATEMENTS
                             March 31, 2002 and 2001
                                   (Unaudited)


1.       Basis of Presentation

The accompanying unaudited financial statements have been prepared in accordance
with the accounting  policies in effect as of December 31, 2001, as set forth in
the annual  financial  statements of  Mid-America  Capital  Partners,  L.P. (the
"Partnership"),  as of such date. In the opinion of management,  all adjustments
necessary for a fair presentation of the financial statements have been included
and all such  adjustments  were of a normal  recurring  nature.  The  results of
operations  for the  three  months  ended  March  31,  2002 are not  necessarily
indicative of the results to be expected for the full year.

The  Partnership  is  a  special  purpose  Delaware  limited  partnership.   The
Partnership  was  formed on  November  24,  1997 for the sole  purpose to own 26
apartment communities (the Mortgaged Properties) and manage, renovate,  improve,
lease, sell, transfer,  exchange, mortgage and otherwise deal with the Mortgaged
Properties.   The  sole  limited  partner  of  the  Partnership  is  Mid-America
Apartments,   L.P.,  a  Tennessee  limited  partnership  (MAALP),   which  is  a
majority-owned  subsidiary of Mid-America  Apartment  Communities,  Inc. (MAAC).
MAAC owns, directly or through its subsidiaries, all of the outstanding units of
partnership  interest.  MAAC is a  self-administered  and self-managed  umbrella
partnership  real estate  investment  trust (REIT).  MAAC conducts a substantial
portion of its  operations  through MAALP and  subsidiaries  of MAALP.  The sole
general  partner of the  Partnership  is MAACP,  Inc.,  a Tennessee  corporation
(MAACP), a wholly-owned subsidiary of MAAC. The term of the Partnership shall be
to December 31, 2020, unless  terminated  earlier as provided in the Partnership
Agreement or as otherwise provided by law.

2.       Recent Accounting Pronouncements

In July 2001,  the FASB issued  Statement No. 141,  Business  Combinations,  and
Statement No. 142, Goodwill and Other Intangible Assets.  Statement 141 requires
that the purchase  method of  accounting  be used for all business  combinations
initiated  after  June  30,  2001  as  well  as  all  purchase  method  business
combinations  completed  after  June 30,  2001.  Statement  141  also  specifies
criteria  intangible  assets acquired in a purchase method business  combination
must meet to be recognized  and reported  apart from  goodwill,  noting that any
purchase  price  allocable to an assembled  workforce  may not be accounted  for
separately.  Statement 142 will require that goodwill and intangible assets with
indefinite  useful  lives  no  longer  be  amortized,  but  instead  tested  for
impairment at least annually in accordance with the provisions of Statement 142.
Statement 142 will also require that  intangible  assets with  estimable  useful
lives  be  amortized  over  their  respective  estimated  useful  lives to their
estimated  residual  values,  and reviewed for impairment in accordance with FAS
Statement No. 121,  Accounting for the  Impairment of Long-Lived  Assets and for
Long-Lived Assets to Be Disposed Of.

The  Partnership  adopted the  provisions  of Statement  141 as of July 1, 2001,
except with regard to business combinations initiated prior to July 1, 2001. The
Partnership  adopted the provisions of Statement 142 effective  January 1, 2002.
Furthermore,  goodwill and  intangible  assets  determined to have an indefinite
useful life acquired in a purchase business combination completed after June 30,
2001,  but before  Statement 142 is adopted in full will not be  amortized,  but
will continue to be evaluated for impairment in accordance  with the appropriate
pre-Statement 142 accounting literature. Goodwill and intangible assets acquired
in  business  combinations  completed  before  July 1, 2001 will  continue to be
amortized  and  tested  for  impairment  in  accordance   with  the  appropriate
pre-Statement  142  accounting  requirements  prior to the adoption of Statement
142.

Statement 141 will require upon adoption of Statement 142, that the  Partnership
evaluate its existing  intangible  assets and goodwill  that were  acquired in a
prior purchase business combination, and to make any necessary reclassifications
in order to conform with the new criteria in Statement 141 for recognition apart
from goodwill.  Upon adoption of Statement 142, the Partnership will be required
to  reassess  the useful  lives and  residual  values of all  intangible  assets
acquired,  and make any necessary  amortization period adjustments by the end of
the  first  interim  period  after  adoption.  In  addition,  to the  extent  an
intangible  asset is  identified  as  having  an  indefinite  useful  life,  the
Partnership  will be required to test the  intangible  asset for  impairment  in
accordance with the provisions of Statement 142 within the first interim period.
Any  impairment  loss will be measured as of the date of adoption and recognized
as the  cumulative  effect  of a change  in  accounting  principle  in the first
interim period.

As of the  Partnership's  adoption on January 1, 2002,  the  Partnership  had no
unamortized goodwill which is subject to the transition provisions of Statements
141 and 142.

In August 2001, FASB issued Statement No. 144,  Accounting for the Impairment or
Disposal of  Long-Lived  Assets  (Statement  144),  which  supersedes  both FASB
Statement No. 121,  Accounting for the  Impairment of Long-Lived  Assets and for
Long-Lived  Assets to Be  Disposed Of  (Statement  121) and the  accounting  and
reporting   provisions  of  APB  Opinion  No.  30,   Reporting  the  Results  of
Operations-Reporting  the Effects of  Disposal  of a Segment of a Business,  and
Extraordinary,  Unusual  and  Infrequently  Occurring  Events  and  Transactions
(Opinion 30), for the disposal of a segment of a business (as previously defined
in that Opinion).  Statement 144 retains the fundamental provisions in Statement
121 for recognizing and measuring  impairment  losses on long-lived  assets held
for use and  long-lived  assets to be disposed of by sale,  while also resolving
significant  implementation  issues  associated with Statement 121. For example,
Statement 144 provides  guidance on how a long-lived  asset that is used as part
of a group should be evaluated for impairment,  establishes  criteria for when a
long-lived  asset  is  held  for  sale,  and  prescribes  the  accounting  for a
long-lived  asset that will be  disposed  of other than by sale.  Statement  144
retains  the basic  provisions  of  Opinion  30 on how to  present  discontinued
operations in the income  statement but broadens that  presentation to include a
component of an entity (rather than a segment of a business).  Unlike  Statement
121,  an  impairment  assessment  under  Statement  144  will  not  result  in a
write-down  of goodwill.  Rather,  goodwill is evaluated  for  impairment  under
Statement No. 142, Goodwill and Other Intangible Assets.

The Partnership adopted Statement 144 for the quarter ending March 31, 2002. The
adoption  of  Statement  144 for  long-lived  assets held for use did not have a
material impact on the Partnership's financial statements because the impairment
assessment under Statement 144 is largely unchanged from Statement 121.

3.       Segment Information

At March 31, 2002, the Partnership  owned and operated 26 apartment  communities
from which it derives all  significant  sources of earnings and  operating  cash
flows. The Partnership's  operational  structure is organized on a decentralized
basis,  with  individual  property  managers having overall  responsibility  and
authority regarding the operations of their respective properties. Each property
manager individually  monitors local and area trends in rental rates,  occupancy
percentages,  and  operating  costs.  Property  managers  are given the  on-site
responsibility  and  discretion  to react to such trends in the best interest of
the  Partnership.  Management  evaluates  the  performance  of  each  individual
property based on its contribution of revenues and net operating income ("NOI"),
which is  composed of  property  revenues  less all  operating  costs  including
insurance and real estate taxes. The Partnership's  reportable  segments are its
individual  properties because each is managed separately and requires different
operating  strategy and expertise  based on the geographic  location,  community
structure and quality, population mix, and numerous other factors unique to each
community.

The  revenues  and profits for the  aggregated  communities  are  summarized  as
follows (Dollars in thousands):

<TABLE>
<CAPTION>
                                                   Three months ended
                                                        March 31,
                                            -------------------------------
                                                 2002            2001
                                            --------------  ---------------
<S>                                             <C>             <C>
Rental revenues                                   $ 9,910         $ 10,184
Other property revenues                               119              385
                                            --------------  ---------------
    Total revenues                                 10,029           10,569
                                            --------------  ---------------

Property net operating income                       6,251            6,818
Depreciation and amortization                       2,474            2,400
General and administrative expenses                   413              435
Interest expense                                    2,268            2,268
Amortization of deferred financing costs              257              257
                                            --------------  ---------------
  Net income                                      $   839         $  1,458
                                            ==============  ===============
</TABLE>

There have been no material changes in segment assets during the period.

PART I.  Financial Information
                                     ITEM 2.

MANAGEMENT'S  DISCUSSION  AND  ANALYSIS OF  FINANCIAL  CONDITION  AND RESULTS OF
OPERATIONS

OVERVIEW

The  following  is a  discussion  of the  financial  condition  and  results  of
operations  of the  Partnership  for the three  months  ended March 31, 2002 and
2001.  This  discussion  should  be  read  in  conjunction  with  the  financial
statements  included in this  report.  These  financial  statements  include all
adjustments,  which are, in the opinion of  management,  necessary  to reflect a
fair statement of the results for the interim  periods  presented,  and all such
adjustments are of a normal recurring nature.

The total number of  apartment  units owned at March 31, 2002 and 2001 was 5,948
in 26 apartment communities. Average monthly rental per apartment unit increased
to $618 at March 31, 2002 from $610 at March 31,  2001.  Overall  occupancy  was
94.0% and 95.7% at March 31, 2002 and 2001, respectively.

RESULTS OF OPERATIONS (Dollars in 000's)

COMPARISON OF THE  PARTNERSHIP'S  THREE MONTHS ENDED MARCH 31, 2002 TO THE THREE
MONTHS ENDED MARCH 31, 2001

Total revenues for the three months ended March 31, 2002 decreased 5.1% from the
three  months  ended  March 31,  2001.  This  decrease  is due to the decline in
occupancy from the first quarter of 2001.

Property  operating expenses for the three months ended March 31, 2002 increased
by .7% as compared to the same period a year ago.  Increases in  personnel,  and
real estate taxes and insurance were partially offset by decreases in utilities,
building repairs and maintenance and other operating expenses.

LIQUIDITY AND CAPITAL RESOURCES

Net cash flow provided by operating activities increased to $3,521 for the three
months  ended March 31, 2002 from  $3,474 for the three  months  ended March 31,
2001 mainly related to changes in operating assets and liabilities.

Net cash  flow  used in  investing  activities  decreased  by $152 for the three
months  ended  March 31,  2002 as  compared  to the same  period a year  earlier
primarily due to decreased capital improvements to the properties.

Net cash  used in  financing  activities  decreased  during  the  period  due to
intercompany cash payments to the limited partner.

The  Partnership  believes  that cash  provided by  operations  is adequate  and
anticipates that it will continue to be adequate in both the short and long-term
to meet operating requirements  (including recurring capital expenditures at the
communities).

INSURANCE

In the opinion of management,  property and casualty insurance is in place which
provides  adequate  coverage  to provide  financial  protection  against  normal
insurable risks such that it believes that any loss experienced would not have a
significant  impact  on the  Partnership's  liquidity,  financial  position,  or
results of operations.

INFLATION

Substantially  all of the resident leases at the communities  allow, at the time
of renewal, for adjustments in the rent payable thereunder,  and thus may enable
the Partnership to seek rent increases. The substantial majority of these leases
are for one year or less. The short-term nature of these leases generally serves
to reduce the risk to the Partnership of the adverse effects of inflation.

RISKS ASSOCIATED WITH FORWARD-LOOKING STATEMENTS

The Management's  Discussion and Analysis of Financial  Condition and Results of
Operations  contains certain  forward-looking  statements  within the meaning of
Section 27A of the  Securities  Act of 1933, as amended,  and Section 21E of the
Securities Exchange Act of 1934, as amended, which are intended to be covered by
the safe  harbors  created  thereby.  These  statements  include  the  plans and
objectives of management for future  operations,  including plans and objectives
relating  to capital  expenditures  and  rehabilitation  costs on the  apartment
communities. The forward-looking statements included herein are based on current
expectations  that  involve  numerous  risks  and  uncertainties.  Although  the
Partnership  believes  that  the  assumptions   underlying  the  forward-looking
statements  are  reasonable,  any of the  assumptions  could be inaccurate  and,
therefore,  there  can  be no  assurance  that  the  forward-looking  statements
included in this report will prove to be accurate.  In light of the  significant
uncertainties  inherent in the  forward-looking  statements included herein, the
inclusion of such information  should not be regarded as a representation by the
Partnership or any other person that the objectives and plans of the Partnership
will be achieved.


       ITEM 3. Quantitative and Qualitative Disclosures about Market Risk

This  information has been omitted as there have been no material changes in the
Partnership's market risk as disclosed in the 2001 Annual Report on Form 10-K.
<PAGE>
PART II - OTHER INFORMATION

Item 1.     Legal Proceedings

            None.

Item 2.     Changes in Securities

            None.

Item 3.     Defaults Upon Senior Securities

            None.

Item 4.     Submission of Matters to a Vote of Security Holders

            None.

Item 5.     Other Information

            None.

Item 6.     Exhibits or Reports on Form 8-K

            (a)  Exhibits

                      None.

            (b)  Reports on Form 8-K


                      None.
<PAGE>
                                   SIGNATURES

Pursuant to the  requirements of Section 13 or 15(d) of the Securities  Exchange
Act of 1934,  the  registrant  has duly  caused  this report to be signed on its
behalf by the undersigned thereunto duly authorized.


                                    MID-AMERICA CAPITAL PARTNERS, L.P.



Date: 5/14/2002                     /s/ Simon R.C. Wadsworth
                                    Simon R.C. Wadsworth
                                    President and Director
                                    (Principal Financial and Accounting Officer)